Board Committees

Committees of the Board of Directors

The Board of Directors has established two standing committees: the Audit Committee and the Compensation Committee. The Audit Committee operates under a charter that has been approved by the Board of Directors. Mr. Berger is the chairman of our Audit Committee.

Audit Committee

The Audit Committee was formed in May 2007. The Audit Committee is comprised of Edward Berger (Chairman), Terry Branstad and John Colloton. Under the director independence standards for audit committees of NYSE Amex listed companies, Messrs. Berger, Branstad and Colloton are independent. The Board of Directors has determined that each member is financially sophisticated under Section 803(B)(2)(a) of the AMEX Company Guide, which governs NYSE Amex listed companies. The Board of Directors has determined that none of the members of the audit committee individually meet the SEC criteria of an "audit committee financial expert", as defined in Item 407(d)(5) of Regulation S-K. We recognize that having a person who possesses all of the attributes of an audit committee financial expert would be a valuable addition to our Audit Committee, however, given the size of the Company and its available resources, the Board has determined that the Audit Committee will not have a member that qualifies as an audit committee financial expert at this time.


The Audit Committee operates under a charter that has been approved by the Board of Directors, which sets forth the functions and responsibilities of this committee. The Audit Committee must review and reassess the adequacy of the charter on an annual basis. The Audit Committee is responsible for matters relating to financial reporting, internal controls, risk management and compliance. These responsibilities include appointing, overseeing, evaluating and approving the fees of our independent auditors, reviewing financial information which is included in our Annual Report on Form 10-K, discussions with management and the independent auditors of the results of the annual audit and our quarterly financial statements, reviewing with management our system of internal controls and financial reporting process and monitoring our compliance program and system. The Audit Committee completed its annual review of its charter, and the charter as amended and approved by the Board subsequent to such review, is available on the Company's website at http://www.conmedinc.com under "Investors".

The Audit Committee met four (4) times in 2008 and each member of the Audit Committee was present at each meeting.

Members of the Audit Committee:
Edward Berger (Chairman)
Gov. Terry Branstad
John Colloton

Click here to view Audit Committee Charter

Compensation Committee

The Compensation Committee was formed in May 2007. The Compensation Committee is comprised of Messrs. Pappajohn (Chairman), Berger and Branstad. Under the NYSE Amex director independence standards, Messrs. Berger and Branstad are independent. Mr. Pappajohn is not independent because he has been an executive officer of the Company within the past three years. Under Section 805(b) of the AMEX Company Guide, if the Compensation Committee is comprised of at least three members, one non-independent director may serve on the Compensation Committee, if the Board, under exceptional and limited circumstances, determines that membership on the committee by the individual is required in the best interests of the company and its stockholders. Given the size of the Company and its limited available resources, the Board has determined that it is in the best interest of the Company and its stockholders that Mr. Pappajohn serve on the Company's Compensation Committee.

The Compensation Committee is responsible for matters relating to the development, attraction and retention of the Company's management and for matters relating to the Company's compensation and benefits programs. As part of its responsibilities, this committee evaluates the performance and determines the compensation of the Company's Chief Executive Officer and approves the compensation of other senior officers, as well as fixes and determines awards to employees of stock options, restricted stock and other types of stock-based awards. The Chief Executive Officer is permitted to participate in a non-voting capacity in discussions or processes concerning the compensation of other executive officers, but may not participate in discussions concerning his own compensation. The Compensation Committee has not yet adopted a compensation committee charter.

The Compensation Committee did not hold separate meetings in 2008. Instead, compensation matters were approved at meetings of the full Board of Directors by the independent directors.

Members of the Compensation Committee:
John Pappajohn (Chairman)
Gov. Terry Branstad
Edward Berger

Director Nomination Process

The Company does not currently have a standing nominating committee or other committee performing similar functions, nor have we adopted a nominating committee charter. Given our available resources and that the NYSE Amex does not require us to have a nominating committee, the Board of Directors has determined that it is in the Company's best interest to have the Independent Directors of the Board participate in the consideration of director nominees.

In general, when the Board of Directors determines that expansion of the board or replacement of a director is necessary or appropriate, the Independent Directors will conduct candidate interviews with members of management, consult with the candidate's associates and through other means determine a candidate's honesty, integrity, reputation in and commitment to the community, judgment, personality and thinking style, residence, willingness to devote the necessary time, potential conflicts of interest, independence, understanding of financial statements and issues, and the willingness and ability to engage in meaningful and constructive discussion regarding Company issues. The Company may identify candidates through recommendations made by directors, senior management or other third parties. The Independent Directors will consider director candidates nominated by stockholders during such times as the Company is actively considering appointing new directors. Candidates recommended by stockholders will be evaluated based on the same criteria described above.

Stockholders desiring to suggest a candidate for consideration should send a letter to Thomas W. Fry, the Company's Secretary, at the Company’s principal headquarters, 7250 Parkway Drive, Suite 400, Hanover, MD 21076, and include: (a) a statement that the writer is a stockholder (providing evidence if the person's shares are held in street name) and is proposing a candidate for consideration; (b) the name and contact information for the candidate; (c) a statement of the candidate's business and educational experience; (d) information regarding the candidate's qualifications to be director, including but not limited to an evaluation of the factors discussed above which the Independent Directors would consider in evaluating a candidate; (e) information regarding any relationship or understanding between the proposing stockholder and the candidate; (f) information regarding potential conflicts of interest; and (g) a statement that the candidate is willing to be considered and willing to serve as director if nominated and elected. No person shall be eligible for election as a director of the Company unless nominated by the Independent Directors, or otherwise in accordance with these procedures. Because of the small size of the Company and the limited need to seek additional directors, there is no assurance that all stockholder proposed candidates will be fully considered, that all candidates will be considered equally, or that the proponent of any candidate or the proposed candidate will be contacted by the Company or the Independent Directors, and no undertaking to do so is implied by the willingness to consider candidates proposed by stockholders.